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AirGate PCS, Inc. Announces Fourth Quarter and Year-End Fiscal 2004 Results.


ATLANTA Atlanta (ətlăn`tə, ăt–), city (1990 pop. 394,017), state capital and seat of Fulton co., NW Ga., on the Chattahoochee R. and Peachtree Creek, near the Appalachian foothills; inc. 1847.  -- AirGate PCS (1) (Personal Communications Services) Refers to wireless services that emerged after the U.S. government auctioned commercial licenses in 1994 and 1995. This radio spectrum in the 1. , Inc. (Nasdaq:PCSA PCSA Primary Care Service Area
PCSA Personal Computing Systems Architecture
PCSA Power Crane and Shovel Association
PCSA Peel Committee on Sexual Assault (Canada)
PCSA Presbyterian Church of Southern Africa
), a PCS Affiliate Affiliate

Relationship between two companies when one company owns substantial interest, but less than a majority of the voting stock of another company, or when two companies are both subsidiaries of a third company. See: Subsidiaries, parent company.
 of Sprint, today announced financial and operating results for its fourth fiscal quarter and twelve months ended September September: see month.  30, 2004. Highlights of the quarter include the following:

--Net income for the quarter was $8.7 million, or $0.74 per share, compared with a loss of ($7.8) million, or ($1.51) per share in the fourth fiscal quarter of 2003.

--EBITDA, earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
, was $28.0 million compared with $15.3 million in the fourth fiscal quarter of 2003.

--Gross additions were 44,437 compared with 34,464 in the fourth fiscal quarter of 2003.

--Churn decreased to 2.83% in the fourth fiscal quarter of 2004 from 3.41% in the fourth fiscal quarter of 2003.

--Net additions were 9,296 compared with a loss of (4,697) in the fourth fiscal quarter of 2003.

--Cash, cash equivalents and short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 investment securities increased to $68.5 million as of September 30, 2004 from $62.0 million at June June: see month.  30, 2004 and from $54.1 million at September 30, 2003.

Financial Overview and Key Operating Metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM.

Financial and operating metrics, which include non-GAAP financial measures, for the quarters and the twelve months ended September 30, 2004 and 2003, include the following:
For the Quarters Ended September 30,
                                --------------------------------------
                                  2004      2003    Change   % Change
                                --------  -------- --------- ---------
Selected Financial Data
 (dollars in thousands)
Revenue                        $ 91,531  $ 89,317  $  2,214       2.5%
Operating expenses               75,664    85,710   (10,046)   (11.7%)
Income (loss) from continuing
 operations                       8,676    (7,814)   16,490       N/M
Discontinued operations               -         -         -       N/M
Net income (loss)                 8,676    (7,814)   16,490       N/M
Capital expenditures              2,280     5,654    (3,374)   (59.7%)
Cash, cash equivalents and
 short-term investments, end
 of period                       68,453    54,078    14,375      26.6%

Key Operating Metrics and
 Non-GAAP Financial Measures
Total subscribers, end of
 period                         384,537   359,460    25,077       7.0%
Subscriber gross additions       44,437    34,464     9,973      28.9%
Subscriber net additions          9,296    (4,697)   13,993       N/M
Churn                              2.83%     3.41%   (0.58%)      N/M
ARPU                           $  57.58  $  61.22  $  (3.64)    (5.9%)
CPGA                           $    375  $    395  $    (20)    (5.0%)
EBITDA (in thousands)          $ 28,022  $ 15,269  $ 12,753      83.5%



                              For the Twelve Months Ended September 30
                              ----------------------------------------
                                 2004      2003     Change   % Change
                              ---------- --------- --------- ---------
Selected Financial Data
 (dollars in thousands)
Revenue                       $ 337,108  $331,348  $  5,760       1.7%
Operating expenses              311,705   331,015   (19,310)    (5.8%)
Income (loss) from continuing
 operations                     (10,135)  (42,186)   32,051       N/M
Discontinued operations         184,115   (42,571)  226,686       N/M
Net income (loss)               173,980   (84,757)  258,737       N/M
Capital expenditures             14,083    16,023    (1,940)   (12.1%)
Cash, cash equivalents and
 short-term investments, end
 of period                       68,453    54,078    14,375      26.6%

Key Operating Metrics and
 Non-GAAP Financial Measures
Total subscribers, end of
 period                         384,537   359,460    25,077       7.0%
Subscriber gross additions      160,002   172,007   (12,005)    (7.0%)
Subscriber net additions         25,077    20,321     4,756      23.4%
Churn                              2.80%     3.20%   (0.40%)       NM
ARPU                          $   57.01  $  60.00  $  (2.99)    (5.0%)
CPGA                          $     375  $    361  $     14       3.9%
EBITDA (in thousands)         $  73,232  $ 46,827  $ 26,405      56.4%


Notable financial effects during the fourth fiscal quarter of 2004 include:

--An $11.7 million special settlement credit resulting from the resolution of previous disputes with Sprint in connection with the amendment of our management and services agreement with Sprint.

Notable financial effects during the fourth fiscal quarter of 2003 include:

--A special Sprint settlement credit of $1.9 million as an increase to revenue.

Management Commentary

"We had another solid quarter of operating results with gross additions increasing by approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 10,000 over last year's fourth fiscal quarter and approximately 6,200 over the previous quarter," said Thomas (language) Thomas - A language compatible with the language Dylan(TM). Thomas is NOT Dylan(TM).

The first public release of a translator to Scheme by Matt Birkholz, Jim Miller, and Ron Weiss, written at Digital Equipment Corporation's Cambridge Research Laboratory runs
 M. Dougherty Dougherty may refer to:

Places
  • Dougherty (island), a phantom island
  • Dougherty, Oklahoma
  • Dougherty County, Georgia, a county in the state of Georgia, U.S.
, president and chief executive officer of AirGate PCS. "This improved productivity in our sales channels contributed to a 9,296 increase in our subscriber subscriber,
n the person, usually the employee, who represents the family unit in relation to the prepayment plan. Other family members are
dependents. Also called
certificate holders or
enrollees.
 base. The combination of renewed re·new  
v. re·newed, re·new·ing, re·news

v.tr.
1. To make new or as if new again; restore: renewed the antique chair.

2.
 subscriber growth and solid travel and roaming The ability to use a communications device such as a cellphone or PDA and be able to move from one cell or access point to another without losing the connection.  results also helped produce strong cash flow results for the quarter. Furthermore, we turned up six new cell sites during the quarter as part of our commitment to improve our network coverage and become even more competitive within the marketplace."

"During this past quarter, we also amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 our affiliate agreements with Sprint, providing greater certainty CERTAINTY, UNCERTAINTY, contracts. In matters of obligation, a thing is certain, when its essence, quality, and quantity, are described, distinctly set forth, Dig. 12, 1, 6. It is uncertain, when the description is not that of one individual object, but designates only the kind. Louis.  to travel rates and services provided by Sprint through 2006," Dougherty continued. "In addition to settling these issues with Sprint, in October October: see month.  we issued $175 million in floating rate notes to repay our banks and call outstanding 13.5% notes, while also providing for nearly $40 million of additional cash to be added to our cash balance. With these issues behind us, we have strengthened our financial position with greater visibility on our key metrics going forward. More importantly, the management team at AirGate can now focus more intently on further improving the operating results of the Company."

Recent Events

On December December: see month.  8, 2004, it was announced that the Board of Directors approved a definitive agreement under which AirGate PCS, Inc. will merge See mail merge and concatenate.  with and into a wholly-owned subsidiary of Alamosa Holdings, Inc. Under the terms of the definitive agreement, AirGate shareholders will receive 2.87 Alamosa shares for every share of AirGate common stock they hold. In addition, AirGate shareholders will have the option to elect cash consideration in place of Alamosa stock, up to an aggregate amount of $100 million, with the per share cash consideration based on the average closing price of Alamosa stock in the ten trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends.  prior to the completion of the transaction multiplied mul·ti·ply 1  
v. mul·ti·plied, mul·ti·ply·ing, mul·ti·plies

v.tr.
1. To increase the amount, number, or degree of.

2. Mathematics To perform multiplication on.
 by 2.87.

The transaction is subject to customary regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 review, approval by Sprint and approval of the shareholders of AirGate and Alamosa. The transaction is expected to close in the second quarter of 2005.

Conference Call

AirGate PCS will hold a conference call to discuss this press release Tuesday Tuesday: see week. , December 14, 2004, at 9:00 a.m. ET. A live broadcast of the conference call will be available on-line at www.airgatepcsa.com. To listen to the live call, please go to the Web site at least 15 minutes early to register, download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. , and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call through the close of business on January January: see month.  14, 2005.

About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless mobility communications network The transmission channels interconnecting all client and server stations as well as all supporting hardware and software.  products and services under the Sprint brand in territories within three states located in the Southeastern south·east  
n.
1. Abbr. SE The direction or point on the mariner's compass halfway between due south and due east, or 135° east of due north.

2. An area or region lying in the southeast.

3.
 United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The territories include over 7.4 million residents in key markets such as Charleston Charleston, cities, United States
Charleston.

1 City (1990 pop. 20,398), seat of Coles co., E Ill.; inc. 1835. Charleston is an industrial, rail, and trade center located in an agricultural area; shoes are also made. Eastern Illinois Univ.
, Columbia Columbia, cities, United States
Columbia (kəlŭm`bēə).

1 City (1990 pop. 75,883), Howard co., central Md., between Washington, D.C., and Baltimore.
, and Greenville-Spartanburg, South Carolina South Carolina, state of the SE United States. It is bordered by North Carolina (N), the Atlantic Ocean (SE), and Georgia (SW). Facts and Figures


Area, 31,055 sq mi (80,432 sq km). Pop. (2000) 4,012,012, a 15.
; Augusta Augusta, city, Italy
Augusta (oug`stä), city (1991 pop. 34,189), E Sicily, Italy, on an island (formerly a peninsula) in the Ionian Sea, connected by bridge with the Sicilian
 and Savannah, Georgia Savannah is a city located in (and the county seat of) Chatham County, Georgia (USA). The city's population was 128,500 in 2005, according to the most recent U.S. Census estimate. Savannah was the first colonial and state capital of Georgia. ; and Asheville Asheville (ăsh`vəl, –vĭl), city (1990 pop. 61,607), seat of Buncombe co., W N.C., on the French Broad and Swannanoa rivers and on a plateau in the Blue Ridge Mts.; inc. 1797. , Wilmington Wilmington.

1 City (1990 pop. 71,529), seat of New Castle co., NE Del., on the Delaware River and tributary streams, the Christina and the Brandywine; settled 1638, inc. as a city 1832.
 and the Outer Banks Outer Banks or the Banks, chain of sand barrier islands and peninsulas, c.175 mi (280 km), along the Atlantic coast of SE Va. and E N.C.  of North Carolina North Carolina, state in the SE United States. It is bordered by the Atlantic Ocean (E), South Carolina and Georgia (S), Tennessee (W), and Virginia (N). Facts and Figures


Area, 52,586 sq mi (136,198 sq km). Pop.
.

This news release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that are based on current expectations, estimates, forecasts and projections about the wireless industry, the recapitalization Recapitalization

Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable.

Notes:
Companies often want to diversify their debt-to-equity ratio to improve liquidity.
 plan, our beliefs and our management's assumptions. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Factors that could cause actual results to differ include: our dependence on the success of Sprint's wireless business; the competitiveness and impact of Sprint wireless pricing plans and PCS products and services; intense competition in the wireless market and the unsettled nature of the wireless market; the potential to experience a continued high rate of subscriber turnover; the ability of Sprint to provide back office billing, subscriber care and other services and the quality and costs of such services or, alternatively, our ability to outsource outsource verb To assign specific work to a 3rd party for a specific length of time at an set price and service level Managed care To use outside labor to perform functions–billing and collections, accounting, janitorial services, ER  all or a portion of these services at acceptable costs and the quality of such services; subscriber credit quality; the ability to successfully leverage 3G products and services; inaccuracies in financial information provided by Sprint; new charges and fees, or increased charges and fees, imposed by Sprint; the impact and outcome of disputes with Sprint; our ability to predict future customer growth, as well as other key operating metrics; the impact of spending cuts Noun 1. spending cut - the act of reducing spending
cut - the act of reducing the amount or number; "the mayor proposed extensive cuts in the city budget"
 on network quality, customer retention and customer growth; rates of penetration The successful unauthorized breach of a security perimeter. See penetration test.  in the wireless industry; our significant level of indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421.
     2.
 and debt covenant covenant (kŭv`ənənt), agreement entered into voluntarily by two or more parties to do or refrain from doing certain acts. In the Bible and in theology the covenant is the agreement or engagement of God with man as revealed in the  requirements; the impact and outcome of legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies.  between other PCS Affiliates of Sprint and Sprint; the potential need for additional sources of capital and liquidity; risks related to our ability to compete with larger, more established businesses; anticipated future losses; rapid technological and market change; the impact of wireless local number portability "LNP" redirects here. For the airport in Virginia with that IATA code, see Lonesome Pine Airport. For the compound InP, see Indium phosphide.

Local number portability, (LNP) for fixed lines, and full mobile number portability
; an adequate supply of subscriber equipment; the current economic slowdown For articles with similar titles, see Slow Down (disambiguation).
A slowdown is an industrial action in which employees perform their duties but seek to reduce productivity or efficiency in their performance of these duties.
; and the volatility Volatility

1. A statistical measure of the tendency of a market or security to rise or fall sharply within a period of time.

2. A variable in option pricing formulas that denotes the extent to which the return of the underlying asset will fluctuate between now and the
 of AirGate PCS' stock price.

For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from those contained in this news release, please refer to AirGate PCS' filings with the SEC, especially in the "risk factors" section of AirGate PCS' Form 10-K/A for the fiscal year ended September 30, 2003, and in subsequent filings with the SEC. Except as otherwise required under federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

Financial Measures and Key Operating Metrics

In this press release, the Company uses several key operating metrics and non-GAAP financial measures. In Schedule I, the Company defines each of these metrics and provides a reconciliation of non-GAAP financial measures to the most directly comparable GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 financial measure. These financial measures and operating metrics are a supplement to GAAP financial information and should not be considered as an alternative to, or more meaningful than, net income (loss), cash flow or operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 (loss) as determined in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with GAAP.

SCHEDULE I

Financial Measures and Key Operating Metrics

The Company uses certain operating and financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, , or GAAP. A non-GAAP financial measure is defined as a numerical numerical

expressed in numbers, i.e. Arabic numerals of 0 to 9 inclusive.


numerical nomenclature
a numerical code is used to indicate the words, or other alphabetical signals, intended.
 measure of a company's financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented.

Terms such as subscriber net additions, average revenue per user ("ARPU (Average Revenue Per User) A calculation often used to determine the overall value of an application. It is also used to rate particular customers, especially in the wireless space, by comparing someone's account to the overall average. "), churn churn: see butter.  and cost per gross addition ("CPGA (Ceramic PGA) See PGA.

CPGA - Ceramic Pin Grid Array
") are important operating metrics used in the wireless telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications.  industry. These metrics are important to compare us to other wireless service providers. ARPU and CPGA assist management in budgeting and CPGA also assists management in quantifying the incremental costs Costs which are additional costs to the Service appropriations that would not have been incurred absent support of the contingency operation. See also financial management.  to acquire a new subscriber. Except for churn and net subscriber additions, the Company has included a reconciliation of these metrics to the most directly comparable GAAP financial measure. Churn and subscriber net additions are operating statistics with no comparable GAAP financial measure. ARPU and CPGA are supplements to GAAP financial information and should not be considered an alternative to, or more meaningful than, revenues, expenses, loss from continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
, or net income (loss) as determined in accordance with GAAP.

Earnings before interest, taxes, depreciation and amortization, or "EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ", is a performance metric used by AirGate and by other companies. Management believes that EBITDA is a useful adjunct adjunct (aj´ungkt),
n a drug or other substance that serves a supplemental purpose in therapy.

adjunct 
 to income (loss) from continuing operations and other measurements under GAAP because it is a meaningful measure of a company's performance, as interest, taxes, depreciation and amortization can vary significantly between companies due in part to differences in accounting policies, tax strategies, levels of indebtedness, capital purchasing practices and interest rates. EBITDA also assists management in evaluating operating performance and is sometimes used to evaluate performance for executive compensation. The Company has included below a presentation of the GAAP financial measure most directly comparable to EBITDA, which is income (loss) from continuing operations, as well as a reconciliation of EBITDA to income (loss) from continuing operations. EBITDA is a supplement to GAAP financial information and should not be considered an alternative to, or more meaningful than, net income (loss), income (loss) from continuing operations, or operating income (loss) as determined in accordance with GAAP. EBITDA has distinct limitations as compared to GAAP information such as net income (loss), income (loss) from continuing operations, or operating income (loss). By excluding interest and income taxes for example, it may not be apparent that both represent a reduction in cash available to the Company. Likewise, depreciation and amortization, while non-cash items, represent generally the decreases in the value of assets that produce revenue for the Company.

ARPU, churn, CPGA and EBITDA as used by the Company may not be comparable to a similarly titled measure of another company.

The following terms used in this report have the following meanings:

--"ARPU" summarizes the average monthly service revenue per user, excluding roaming revenue. The Company excludes roaming revenue from its ARPU calculation because this revenue is generated from customers of Sprint and other carriers that use our network and not directly from our subscribers. ARPU is computed by dividing average monthly service revenue for the period by the average subscribers for the period.

--"Churn" is the average monthly rate of subscriber turnover that both voluntarily and involuntarily in·vol·un·tar·y  
adj.
1. Acting or done without or against one's will: an involuntary participant in what turned out to be an argument.

2.
 discontinued dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 service during the period, expressed as a percentage of the average subscribers for the period. Churn is computed by dividing the number of subscribers that discontinued service during the period, net of 30-day returns, by the average subscribers for the period.

--"CPGA" summarizes the average cost to acquire new subscribers during the period. CPGA is computed by adding the equipment margin for handsets sold to new subscribers (equipment revenues less cost of equipment, which costs have historically exceeded the related revenues) and selling and marketing expenses related to adding new subscribers. Retail customer service expenses and the equipment margin on handsets sold to existing subscribers, including handset The part of the telephone that contains the speaker and the microphone. On a desktop phone, the part you hold in your hand is the handset. On a cellphone, the entire phone is the handset. See multihandset cordless and headset.  upgrade transactions, are excluded, as these costs are incurred specifically for existing subscribers. That net amount is then divided by the total new subscribers acquired during the period. Prior to June 30, 2004, the Company included upgrade costs for existing subscribers as a component of CPGA. The Company believes the measure is more meaningful and comparable if these costs are excluded given they relate to existing subscribers. For the quarter ended June 30, 2004, the Company has excluded handset upgrade costs from the CPGA calculation for all periods presented.

--"EBITDA" means earnings before interest, taxes, depreciation and amortization.
AIRGATE PCS, INC.
                     Consolidated Balance Sheets

                                           September 30, September 30,
                                               2004          2003
                                           ------------- -------------
                                             (Dollars in thousands,
                                            except share and per share
                                                     amounts)
Assets
Current assets:
 Cash and cash equivalents                  $    13,453   $    54,078
 Short-term investment securities                55,000             -
 Accounts receivable, net of allowance for
  doubtful accounts of $5,517 and $4,635         20,329        26,994
 Receivable from Sprint                          23,601        15,809
 Inventories                                      3,052         2,132
 Prepaid expenses                                   983         2,107
 Other current assets                                23           145
                                           ------------- -------------
  Total current assets                          116,441       101,265
Property and equipment, net of accumulated
 depreciation and amortization of $177,729
 and $129,986                                   144,324       178,070
Financing costs                                   3,071         6,682
Direct subscriber activation costs                1,846         3,907
Other assets                                        965           992
                                           ------------- -------------
      Total assets                          $   266,647   $   290,916
                                           ============= =============

Liabilities and Stockholders' Deficit
Current liabilities:
 Accounts payable                                $2,128        $5,945
 Accrued expense                                 18,967        12,104
 Payable to Sprint                               40,879        45,069
 Deferred revenue                                 9,107         7,854
 Current maturities of long-term debt            21,200        17,775
                                           ------------- -------------
  Total current liabilities                      92,281        88,747
Deferred subscriber activation fee revenue        3,172         6,701
Other long-term liabilities                       3,090         1,841
Long-term debt, excluding current
 maturities                                     248,396       386,509
Investment in iPCS                                    -       184,115
                                           ------------- -------------
  Total liabilities                             346,939       667,913

Commitments and contingencies                         -             -

Stockholders' deficit:
 Preferred stock, $.01 par value; 1,000,000
  shares authorized; no shares issued and
  outstanding                                         -             -
 Common stock, $.01 par value; 30,000,000
  shares authorized; 11,768,058 and
  5,192,238 shares issued and outstanding
  at September 30, 2004 and 2003                    118            52
 Additional paid-in-capital                   1,046,551       924,095
 Accumulated deficit                         (1,126,961)   (1,300,941)
 Unearned stock compensation                          -          (203)
                                           ------------- -------------
  Total stockholders' deficit                   (80,292)     (376,997)
                                           ------------- -------------
      Total liabilities and stockholders'
       deficit                              $   266,647   $   290,916
                                           ============= =============



                          AIRGATE PCS, INC.
                Consolidated Statements of Operations

                               Quarter Ended          Year Ended
                               September 30,         September 30,
                          ---------------------- ---------------------
                             2004       2003       2004       2003
                          ----------- ---------- ---------- ----------
                          (Dollars in thousands, except share and per
                                         share amounts)
Revenue:
 Service revenue             $65,622    $66,449   $254,488   $251,481
 Roaming revenue              22,338     19,653     69,708     68,222
 Equipment revenue             3,571      3,215     12,912     11,645
                          ----------- ---------- ---------- ----------
  Total revenue               91,531     89,317    337,108    331,348

Operating Expenses:
 Cost of service and
  roaming (exclusive of
  depreciation and
  amortization as shown
  separately below)           36,241     49,155    161,430    187,365
 Cost of equipment             8,651      6,020     29,109     21,522
 Selling and marketing
  expense                     13,906     10,863     50,859     51,769
 General and
  administrative expense       4,656      7,910     22,430     23,347
 Depreciation and
  amortization of property
  and equipment               12,155     11,662     47,829     46,494
 Loss on disposal of
  property and equipment          55        100         48        518
                          ----------- ---------- ---------- ----------
  Total operating expense     75,664     85,710    311,705    331,015
                          ----------- ---------- ---------- ----------
  Operating income (loss)     15,867      3,607     25,403        333
Interest income                  237        124        747        187
Interest expense              (7,428)   (11,545)   (36,285)   (42,706)
                          ----------- ---------- ---------- ----------
  Income (loss) from
   continuing operations
   before income tax           8,676     (7,814)   (10,135)   (42,186)
Income tax                         -          -          -          -
                          ----------- ---------- ---------- ----------
  Income (loss) from
   continuing operations       8,676     (7,814)   (10,135)   (42,186)
Discontinued Operations:
 Loss from discontinued
  operations                       -          -          -    (42,571)
 Gain on disposal of
  discontinued operations
  net of $0 income tax
  expense                          -          -    184,115          -
                          ----------- ---------- ---------- ----------
  Income (loss) from
   discontinued operations         -          -    184,115    (42,571)
                          ----------- ---------- ---------- ----------
  Net income (loss)           $8,676    $(7,814)  $173,980   $(84,757)
                          =========== ========== ========== ==========

Basic and diluted
 weighted-average
 number of shares
 outstanding              11,771,036  5,188,210  9,216,778  5,181,683

Basic and diluted earnings
 (loss) per share:

 Income (loss) from
  continuing operations        $0.74     $(1.51)    $(1.10)    $(8.14)
 Income (loss) from
  discontinued operations          -          -      19.98      (8.22)
                          ----------- ---------- ---------- ----------
  Net income (loss)            $0.74     $(1.51)    $18.88    $(16.36)
                          =========== ========== ========== ==========



AIRGATE PCS, INC.
Non-GAAP Financial Measures and Key Operating Statistics


                                For the Quarters Ended September 30,
                             -----------------------------------------
                                                Increase    Increase
                               2004     2003   (Decrease)$ (Decrease)%
                             -------- -------- ----------- -----------

Total subscribers, end of
 period                      384,537  359,460     25,077          7.0%
Subscriber gross additions    44,437   34,464      9,973         28.9%
Subscriber net additions       9,296   (4,697)    13,993      (297.9%)
Churn                           2.83%    3.41%    (0.58%)          NM
ARPU                          $57.58   $61.22     $(3.64)       (5.9%)
CPGA                            $375     $395       $(20)       (5.0%)
EBITDA (in thousands)        $28,022  $15,269    $12,753         83.5%



                                For the Quarters Ended September 30,
                             -----------------------------------------
                                                Increase    Increase
                               2004     2003   (Decrease)$ (Decrease)%
                             -------- -------- ----------- -----------

Income (loss) from
 continuing operations        $8,676  $(7,814)   $16,490           NM
Plus: Depreciation and
 amortization of property
 and equipment                12,155   11,662        493          4.2%
Less: Interest income            237      124        113         91.1%
Plus: Interest expense         7,428   11,545     (4,117)      (35.7%)
                             -------- -------- -----------
EBITDA                       $28,022  $15,269    $12,753         83.5%
                             ======== ======== ===========


                                For the Quarters Ended September 30,
                             -----------------------------------------
                                                Increase    Increase
                               2004     2003   (Decrease)$ (Decrease)%
                             -------- -------- ----------- -----------

Average Revenue Per User
 (ARPU):
Service revenue              $65,622  $66,449      $(827)       (1.2%)
Average subscribers          379,889  361,809     18,080          5.0%
ARPU                          $57.58   $61.22     $(3.64)       (5.9%)



                                For the Quarters Ended September 30,
                             -----------------------------------------
                                                Increase    Increase
                               2004     2003   (Decrease)$ (Decrease)%
                             -------- -------- ----------- -----------

Cost Per Gross Addition
 (CPGA):
Selling and marketing
 expense                     $13,906  $10,863     $3,043         28.0%
Plus: activation costs           912    1,001        (89)       (8.9%)
Plus: cost of equipment        8,651    6,020      2,631         43.7%
Less: costs for existing
 subscribers                   3,224    1,047      2,177        207.9%
Less: equipment revenue        3,571    3,212        359         11.2%
                             -------- -------- -----------
Total acquisition costs      $16,674  $13,625     $3,049         22.4%
                             ======== ======== ===========
Gross additions               44,437   34,464      9,973         28.9%
CPGA                            $375     $395       $(20)       (5.1%)




                            For the Twelve Months Ended September 30,
                           -------------------------------------------
                                                Increase    Increase
                              2004      2003   (Decrease)$ (Decrease)%
                           --------- --------- ----------- -----------

Total subscribers, end of
 period                     384,537   359,460     25,077          7.0%
Subscriber gross additions  160,002   172,007    (12,005)       (7.0%)
Subscriber net additions     25,077    20,321      4,756         23.4%
Churn                          2.80%     3.20%    (0.40%)          NM
ARPU                         $57.01    $60.00     $(2.99)       (5.0%)
CPGA                           $375      $361        $14          3.9%
EBITDA (in thousands)       $73,232   $46,827    $26,405         56.4%



                            For the Twelve Months Ended September 30,
                           -------------------------------------------
                                                Increase    Increase
                              2004      2003   (Decrease)$ (Decrease)%
                           --------- --------- ----------- -----------

Loss from continuing
 operations                $(10,135) $(42,186)   $32,051         76.0%
Plus: Depreciation and
 amortization of property
 and equipment               47,829    46,494      1,335          2.9%
Less: Interest income           747       187        560        299.5%
Plus: Interest expense       36,285    42,706     (6,421)      (15.0%)
                           --------- --------- ----------
EBITDA                      $73,232   $46,827    $26,405         56.4%
                           ========= ========= ==========


                            For the Twelve Months Ended September 30,
                           -------------------------------------------
                                                Increase    Increase
                              2004      2003   (Decrease)$ (Decrease)%
                           --------- --------- ----------- -----------
Average Revenue Per User
 (ARPU):
Service revenue            $254,488  $251,481     $3,007          1.2%
Average subscribers         371,999   349,300     22,699          6.5%
ARPU                         $57.01    $60.00     $(2.99)       (5.0%)



                            For the Twelve Months Ended September 30,
                           -------------------------------------------
                                                Increase    Increase
                              2004      2003   (Decrease)$ (Decrease)%
                           --------- --------- ----------- -----------
Cost Per Gross Addition
 (CPGA):
Selling and marketing
 expense                    $50,859   $51,769      $(910)       (1.8%)
Plus: activation costs        3,353     2,917        436         14.9%
Plus: cost of equipment      29,109    21,522      7,587         35.3%
Less: costs for existing
 subscribers                 10,439     2,443      7,996        327.3%
Less: equipment revenue      12,912    11,645      1,267         10.9%
                           --------- --------- ----------
Total acquisition costs     $59,970   $62,120    $(2,150)       (3.5%)
                           ========= ========= ==========
Gross additions             160,002   172,007    (12,005)       (7.0%)
CPGA                           $375      $361        $14          3.9%
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